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                                                                     Exhibit 2.6

                       IN THE UNITED STATES DISTRICT COURT
                      FOR THE SOUTHERN DISTRICT OF FLORIDA

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LEONARD ROSENBLUM, J/B INVESTMENT PARTNERS, SMALL and REBECCA BARMACK, PARTNERS,
BARBARA HALL, HENRY R. GRAHAM, ANNE R. GRAHAM, MARGO CORTELL. PATRICK M RHODES,
BERNICE M. HUELS, GARRETT N. VOIGHT, CLAIRE E. FULCHER, MARCELLA LEVY, RICHARD
HODGSON, CITY PARTNERSHIPS, HELMAN PARSONS AND CLEVA PARSONS, on behalf of
themselves and all others similarly situated and derivatively on behalf of the
Nominal Defendants,

                                   Plaintiffs,

v.                                                              Case No. 98-8030

EQUIS FINANCIAL GROUP LIMITED PARTNERSHIP, a Massachusetts Limited Partnership.
EQUIS CORPORATION, a Massachusetts Corporation, GDE ACQUISITION LIMITED
PARTNERSHIP, a Massachusetts Limited Partnership, AFG LEASING INCORPORATED, a
Massachusetts Corporation, AFG LEASING IV INCORPORATED, a Massachusetts
Corporation. AFG LEASING VI INCORPORATED, a Massachusetts Corporation, AFG
AIRCRAFT MANAGEMENT CORPORATION, a Massachusetts Corporation, AFG ASIT
CORPORATION. a Massachusetts Corporation, AF/AIP PROGRAMS LIMITED PARTNERSHIP, a
Massachusetts Limited Partnership, GARY D. ENGLE and GEOFFREY A. MACDONALD.

                                   Defendants,

AIRFUND I INTERNATIONAL LIMITED PARTNERSHIP, a

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Massachusetts Limited Partnership, AIRFUND II INTERNATIONAL LIMITED PARTNERSHIP,
a Massachusetts Limited Partnership, AMERICAN INCOME 4 LIMITED PARTNERSHIP. a
Massachusetts Limited partnership, AMERICAN INCOME 5 LIMITED PARTNERSHIP, a
Massachusetts Limited Partnership, AMERICAN INCOME 6 LIMITED PARTNERSHIP, a
Massachusetts Limited partnership, AMERICAN INCOME 7 LIMITED PARTNERSHIP, a
Massachusetts Limited Partnership, AMERICAN INCOME 8 LIMITED PARTNERSHIP, a
Massachusetts Limited Partnership, AMERICAN INCOME PARTNERS III-A LIMITED
PARTNERSHIP, a Massachusetts Limited Partnership, AMERICAN INCOME PARTNERS III-B
LIMITED PARTNERSHIP, a Massachusetts Limited Partnership, AMERICAN INCOME
PARTNERS III-C LIMITED PARTNERSHIP, a Massachusetts Limited Partnership,
AMERICAN INCOME PARTNERS III-D LIMITED PARTNERSHIP, a Massachusetts Limited
Partnership, AMERICAN INCOME PARTNERS IV-A LIMITED PARTNERSHIP, a Massachusetts
Limited Partnership, AMERICAN INCOME PARTNERS IV-B LIMITED PARTNERSHIP, a
Massachusetts Limited Partnership, AMERICAN INCOME PARTNERS IV-C LIMITED
PARTNERSHIP, a Massachusetts Limited Partnership, AMERICAN INCOME PARTNERS IV-D
LIMITED PARTNERSHIP, a Massachusetts Limited Partnership, AMERICAN INCOME
PARTNERS V-A LIMITED PARTNERSHIP, a Massachusetts Limited Partnership, AMERICAN
INCOME PARTNERS V-B LIMITED PARTNERSHIP, a Massachusetts Limited Partnership,
AMERICAN INCOME PARTNERS V-C LIMITED PARTNERSHIP, a Massachusetts Limited
Partnership, AMERICAN INCOME PARTNERS V-D LIMITED PARTNERSHIP, a Massachusetts
Limited Partnership,
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AMERICAN INCOME FUND I-B, a Massachusetts Limited Partnership, AMERICAN INCOME
FUND I-C, a Massachusetts Limited Partnership, AMERICAN INCOME FUND I-D, a
Massachusetts Limited Partnership, AMERICAN INCOME FUND I-E, a Massachusetts
Limited Partnership, AFG INVESTMENT TRUST A, a Delaware business trust, AFG
INVESTMENT TRUST B, a Delaware business trust, AFG INVESTMENT TRUST C, a
Delaware business trust, and AFG INVESTMENT TRUST D, a Delaware business trust,

                               Nominal Defendants.

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            SECOND MODIFIED ORDER PRELIMINARILY APPROVING SETTLEMENT,
            CONDITIONALLY CERTIFYING SETTLEMENT CLASS AND PROVIDING
             FOR NOTICE OF, AND HEARING ON, THE PROPOSED SETTLEMENT

      WHEREAS, by Order dated August 20, 1998 (the "Preliminary Approval
Order"), this Court issued an order in the above captioned action (the "Action")
preliminarily approving the Settlement, conditionally certifying the settlement
class and providing for notice of, and hearing on the proposed settlement, and
by order dated March 22, 1999, this Court entered an order modifying the
Preliminary Approval Order ("Modified Preliminary Approval Order"), and the
parties to the Action have now agreed to further amend the Stipulation of
Settlement ("Second Amended Stipulation"), this Court having read and considered
the Second Amended Stipulation and the exhibits annexed thereto;


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      NOW, THEREFORE, IT IS HEREBY ORDERED THAT THE COURT FURTHER MODIFIES THE
ORDER INSOFAR AS SET FORTH BELOW:

      1. A hearing (the "Hearing") shall be held before this Court on Thursday,
July 27, 2000, at 701 Clematis Street, West Palm Beach, Florida, 4:00 p.m., in
Courtroom 5, to determine whether the proposed Settlement of the Action on the
terms and conditions provided for in the Second Amended Stipulation, with
respect to the Operating Partnership Sub-Class, including the issuance and
exchange of the securities in the Exchange, is fair, reasonable and adequate and
should be finally approved by the Court; whether a final judgment as provided in
the Second Amended Stipulation should be entered herein with respect to the
claims brought by the Operating Partnership Sub-Class: and whether Class
Counsels application(s) for attorneys' fees, awards to the Class Plaintiffs and
the reimbursement of out-of-pocket expenses should be granted. The Court may
continue the Hearing without further notice to Class Members.

      2. The Court approves, as to form and content, the Notices of Class Action
Determination, Proposed Settlement and Fairness Hearing (the "Notices"), and
finds that the mailing of the Notices substantially in the manner and form set
forth in paragraph 3 of this Order meets the requirements of Rule 23 of the
Federal Rules of Civil Procedure, the Constitution of the United States and any
other applicable law, is the best notice practicable


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under the circumstances, and constitutes due and sufficient notice to all
persons entitled thereto.

      3. (a) Within five (5) days following review by the SEC of the Consent
Solicitation Statement (said 5th day being referred to hereafter as the "Notice
Date), the Defendants shall cause a copy of the Notice and the Consent
Solicitation Statement to be mailed to all Operating Partnership Sub-Class
Members at their last known address as appearing in the records maintained by
the Partnerships;

            (b) At or prior to the Hearing, Defendants' counsel shall serve and
file with the Court proof, by affidavit or declaration, of such mailing to the
Operating Partnership Sub-Class; and

            (c) All reasonable costs incurred in identifying and notifying Class
Members shall be paid as set forth in the Second Amended Stipulation. In the
event that the Settlement is not approved by the Court, or otherwise fails to
become effective, Defendants shall not have any recourse against the Plaintiffs,
Class Counsel or the Claims Administrator for such costs and expenses which have
been incurred or advanced pursuant to the Second Amended Stipulation or Second
Modified Court Order.


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      4. Class Members may enter an appearance in the Action, at their own
expense, individually or through counsel of their own choice. If they do not
enter an appearance, they will be represented by Class Counsel.

      5. Pending final determination of whether the Settlement should be
approved, neither the Class Plaintiffs nor any Class Member, either directly,
representatively, derivatively, or in any other capacity, shall commence or
prosecute against any of the Defendants or the Released Parties, any action or
proceeding in any court or tribunal asserting any of the Settled Claims.

      6. Pending final determination of whether the Settlement should be
approved, the Class Plaintiffs and all other Class Members are barred and
permanently enjoined from (i) transferring, selling, assigning, giving,
pledging, hypothesizing or otherwise disposing of any Units of the Operating
Partnerships to any person other than a family member or in cases of divorce,
incapacity or death of the Unitholder; (ii) granting a proxy to object to the
Exchange; or (iii) commencing a tender offer for the Units. In addition, pending
final determination of whether the Settlement should be approved, the General
Partners of the Operating Partnerships are enjoined from (i) recording any
transfers made in violation of the Order and (ii) providing the list


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of investors in any Operating Partnership to any person for the purpose of
conducting a tender offer.

      7. In addition effective March 19, 1999, the Operating Partnerships may
collectively invest up to forty percent (40%), to be Increased only upon
agreement of the parties, of the total aggregate net asset values of all
Operating Partnerships, in any investment, including, but not limited to
additional equipment and other business activities, that the General Partner and
the Manager reasonably believe to be consistent with the operating objectives
and business interests of Newco after the Exchange (the New Investments"),
subject to the following limitations:

      a.    Under no circumstances may the Operating Partnership reduce its cash
            balance to an amount less than the amount required to pay the
            Operating Partnership's share of the $10 Million Cash Distribution
            provided for herein, plus such additional amount as the General
            Partner reasonably believes to be necessary to meet working capital
            and other cash reserve requirements of the Operating Partnership.

      b.    To the extent that New Investments are made in additional equipment,
            the Manager will (i) defer, until the earlier of the effective date
            of the Exchange or December 31, 1999, any Acquisition Fees resulting
            therefrom and (ii) limit its Management Fee on all such assets to 2%
            of rental income. In the event the


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            Exchange is consummated, all such Acquisition and Management Fees
            related to the New Investments will be paid to Newco.

      c.    To the extent that New Investments are not represented by equipment
            (ie: business acquisitions), the Manager will forego any Acquisition
            Fees and Management Fees related to such assets.

      d.    Except for permitting New Investments, or as otherwise provided for
            herein, all other provisions of the Partnership Agreements governing
            the investment objectives and policies of the Partnership shall
            remain in full force and effect.

      e.    In the event that an Operating Partnership has acquired New
            Investments pursuant to Section 4.1 (i)(a) through (d) of the Second
            Amended Stipulation, and is not a party to the Exchange, Newco shall
            acquire all such New Investments from such Operating Partnership for
            an amount equal to the Operating Partnership's net equity investment
            in such New Investments plus an annualized return thereon of 7.5%.

      f.    In the event that an Operating Partnership has acquired New
            Investments pursuant to Section 4.1(i)(a) through (d) of the Second
            Amended Stipulation, and the Exchange is not consummated, the
            General Partner(s) shall (i) use its (their) best efforts to divest
            all such New Investments in an orderly and timely fashion, and (ii)
            cancel or return to each Operating Partnership any accumulated or
            deferred fees on such New Investments.

      g.    The parties agree the Operating Partnerships may invest a total of
            $32 million in New Investments, to be increased only upon the
            further agreement of the


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            parties, which amount corresponds to forty percent (40%) of the
            total aggregate net asset values of all Operating Partnerships as of
            March 19, 1999.

      8. Any Member of the Settlement Class may appear at the Settlement
Hearings and object to (a) the approval of the proposed Settlement of the Action
as fair, reasonable and adequate, (b) the entrance of a final judgment, and/or
(c) the application(s) for attorneys' fees and expenses; provided, however, that
no Class Member or any other person shall be heard or entitled to contest the
approval of the terms and conditions of the proposed Settlement, or, if
approved, the judgment to be entered thereto approving the same, or the
attorneys' fees and expenses to Class Counsel, unless on or before fourteen (14)
days prior to the Hearing, that person has served, by hand or by first-class
mail, written objections and copies of any papers and briefs desired to be
considered by the Court, together with proof of membership in the Settlement
Class, upon both Plaintiffs' Lead Counsel: Andrew D. Friedman, Esq., Wechsler
Harwood Halebian & Feffer, LLP, 488 Madison Avenue, New York, N.Y. 10022; and
Defendants' Counsel: Deborah L. Thaxter, P.C., Nixon Peabody LLP, 101 Federal
Street, Boston, Massachusetts 02110, and filed said objections, papers and
briefs with the Clerk of the United States District Court for the Southern
District of Florida. Any Member of the Settlement Class who does not make his or
her objection in the manner provided herein shall be deemed to have waived such
objection, including the right to appeal, and shall forever be foreclosed


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from making any objection to the fairness or adequacy of the proposed Settlement
as incorporated in the Second Amended Stipulation and the award of attorneys'
fees and expenses to Class Counsel, unless otherwise ordered by the Court.

      9. The Court reserves the right to continue the date of the Hearing and
any continuation thereof without further notice to the members of the Settlement
Class, and retains jurisdiction to consider all further applications arising out
of or connected with the proposed Settlement.

       DONE and SIGNED in Chambers at West Palm Beach, Florida, this 5th day of
March, 2000.


                                         /s/ Daniel T.K. Hurley
                                         -----------------------------------
                                         Daniel T.K. Hurley
                                         United States District Judge

Copies To All Counsel Of Record


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